Colefax Group PLC Result of Tender Offer (6356L)
14 Septiembre 2021 - 1:00AM
UK Regulatory
TIDMCFX
RNS Number : 6356L
Colefax Group PLC
14 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings given to them in the Circular
published by the Company and sent to Eligible Shareholders on 20
August 2021 (the "Circular").
COLEFAX GROUP PLC
("Colefax", the "Group" or the "Company")
Result of Tender Offer
Purchase of Own Shares
and
Total Voting Rights
Colefax is pleased to announce the final results of the Tender
Offer, details of which were set out in the Circular.
The Company confirms that the Tender Price is 615 pence, being
the lower of: (i) 615 pence; and (ii) 657.30 pence, being 105 per
cent. of the average closing mid-market price per Share as derived
from the London Stock Exchange Daily Official List over the five
Business Days immediately preceding 14 September 2021 (being the
date on which the Shares are to be purchased). The maximum
aggregate number of Shares that could have been purchased pursuant
to the Tender Offer was 1,263,141 Shares (representing 14.0 per
cent. of the Company's issued ordinary share capital).
A total of 1,084,905 Shares (representing 12.0 per cent. of the
Company's issued ordinary share capital) were validly tendered by
Eligible Shareholders under the Tender Offer. A total of 1,084,905
Shares will therefore be purchased under the Tender Offer
(representing 12.0 per cent. of the Company's issued ordinary share
capital). The total value of all Shares purchased is GBP6.7
million.
Under the terms of the Repurchase Agreement, Peel Hunt has a put
option exercisable on 14 September 2021 to require the Company to
purchase from Peel Hunt the Shares purchased pursuant to the Tender
Offer at the Tender Price. The Shares purchased by the Company
pursuant to the exercise of the put option will be cancelled (the
"Cancellation").
On completion of the Tender Offer and the Cancellation, the
Company's issued ordinary share capital will be 7,937,535 Shares
and the total number of voting rights in the Company will be
7,937,535. This figure may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company, under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
It is expected that cheques for Tender Offer proceeds in respect
of successfully tendered Shares will be dispatched and CREST
payments made on 21 September 2021. Any queries concerning the
calculation of accepted tenders and administration of the Tender
Offer should be addressed to Computershare Investor Services PLC on
+44 (0)370 889 3295.
As a result of the Tender Offer, there have been the following
changes to the holdings of the following Directors and their
connected persons:
Name Number of shares Holding of shares % of issued
successfully following the share capital
tendered Tender Offer following the
Tender Offer
David Green 247,993(1) 1,523,386 19.2%
Robert Barker 70,000 (2) 115,680 1.5%
Key Hall 29,742 118,970 1.5%
Wendy Nicholls 11,250 69,112 0.9%
Enquiries:
Colefax Group plc
David Green, Chief Executive
Rob Barker, Finance Director +44 (0)20 7318 6000
Peel Hunt LLP (NOMAD and broker)
Adrian Trimmings
Andrew Clark
Will Bell +44 (0)20 7418 8900
KTZ Communications
Katie Tzouliadis
Dan Mahoney +44 (0)20 3178 6378
Important notice
Disclaimer
This announcement has been issued by and is the sole
responsibility of the Company.
Peel Hunt LLP, which is authorised and regulated by the FCA in
the United Kingdom, is acting for Colefax Group Plc in relation to
the Tender Offer and no one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to the customers of Peel Hunt LLP nor for providing any
advice in relation to the Tender Offer and/or any other matter
referred to in this announcement.
(1) The Shares successfully tendered by David Green comprise of
199,161 Shares in his name and 48,832 Shares in his wife's
name.
(2) The Shares successfully tendered by Robert Barker comprise
of 35,000 Shares in his name and 35,000 Shares in his wife's
name.
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END
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